Terms of Use

This Agreement and the Terms indicated are entered into by, as applicable, the Customer (”Customer”) that accepts these Terms between Customer and Jelly Bean Solutions Inc. (“Provider”). The Terms govern, as applicable, Customer’s participation in any service (including but not exclusive to website design and development, website hosting, graphic design and illustration and/or search engine optimization consultation) provided by Provider (“Services”) or use of software applications ‘Applications’, provided by Provider.

Provider reserves the right to change any of the Terms of Agreement contained in this Agreement or any policies governing Provider’s services, at any time, in its sole discretion without liability. Any changes will be effective upon posting of the revisions at http://jellybeansolutions.com/service-agreement. Changes to referenced policies and guidelines may be posted without notice. Your continued use of Services and Applications will constitute your acceptance of such changes or modifications.

1. ELIGIBILITY
Services and Applications are limited to parties that lawfully can enter into and form contracts. For example, Customer Representative must be at least 18 years of age to use Services.

2. PAYMENT TERMS and FEES
Payment for Services must be paid in full before service request will be processed. Prices are subject to change at any time. Payment can be made via cheque (Payable to Jelly Bean Solutions c/o 1100 North Service Rd. W. Oakville, L6L 5T7), or credit card (MC/Visa/AMEX) via PayPal. A set fee of $40 will be charged to Customers for any NSF cheque. Provider reserves the right to put Customer’s account and services on hold until Customer pays balance owing. Applicable taxes will apply.

Except as otherwise specified all pricing and payments will be in Canadian dollars.

A deposit for Services will be required and will be non-refundable for cancellation of Services prompted by Customer.

3. CANCELLATIONS AND CREDITS
No refunds will be issued for cancellations of Services initiated by Customer. If Services are cancelled by Provider, refunds will be issued only for prepaid Web Hosting services for the remainder of the term which was not provided.

4. PROVISION OF EXTRAS
The Customer agrees to provide, for the use of the Provider in relation to Services, the following extras: forwarding of domain (optional) to the Provider’s third party server and permission to use Customer’s logo and other relevant material for the purpose of developing Customer’s website(s).

Customer shall protect any Customer Passwords and takes full responsibility for Customer’s own, and third party, use of any Customer accounts and user access.

5. REPRODUCTION OF GRAPHIC DESIGN WORK:
The client assumes full reproduction rights upon payment for completed project. Both Jelly Bean Solutions Inc. and the designer retain the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of the designer’s business and that of Jelly Bean Solutions Inc. Where applicable the client will be given any necessary credit for usage of the project elements.

6. IE6 COMPATIBILITY:
Unless requested, Jelly Bean Solutions will not be responsible for the compatibility of developed websites with Internet Explore 6.  The inclusion of development towards compatibility of websites will IE6 may incur additional costs.

7. EXCUSE FOR DELAY OF FAILURE TO PERFORM
The Provider will not be liable in any way for any delay, non-delivery or default in Services due to delays in receipt of material, priorities, accidents and other causes beyond the control of the Provider or its suppliers. If the Provider, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the completed Services at the time specified or within one month after the agreed upon date of Service fulfillment, then the Provider will have the right to terminate this Agreement by notice in writing to the Customer, which notice will be accompanied by full refund of all sums paid by the Customer pursuant to this Agreement.

8. CANCELLATION
The Provider reserves the right to cancel this Agreement:
a. if the Customer fails to provide payment for Services when due;
b. in the event of the Customer’s insolvency or bankruptcy; or
c. if the Provider deems that its prospect of payment is impaired.

9. LIMITATION OF LIABILITY
It is understood and agreed that the Provider will have no liability to the Customer or any other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the Services.

Customer agrees that Provider’s liability and Customer’s exclusive remedy related to Provider’s inability to provide services shall be: a) repair or adjustment of the service, or a) where repair or adjustment is not possible, an equitable credit not to exceed the charges invoiced to Customer for the portion of the service which Provider was unable to provide. For any other claim, Provider’s liability, if any, to Customer and users for damages related to use of the service for any cause whatsoever and regardless of the form of action, shall be limited to these actually proven as directly attributable to Provider, and shall in no event exceed the total in aggregate charges paid by Customer to Provider during the period the said damages were incurred, not to exceed two months. Under no circumstances will Provider, its agents, suppliers, subcontractors or affiliates, be liable to Customer or third party for any indirect, incidental, special or consequential damages, expenses, costs, liability, loss or damage whatsoever, whether arising in negligence, tort, statute, equity, contract, common law, or any other cause of action or legal theory.

Provider’s host network or that of its affiliates, subcontractors, or agents may experience periods of unavailability from time to time due to, but not restricted to, utility interruption, equipment failure, natural disaster, acts of God or human error. In no event shall Provider be liable to Customer for any indirect, special or consequential damages, lost profits, or anticipated loss of profits, arising from, or related to, Services.

Provider assumes no liability or responsibility resulting from a) the use of the service furnished by Provider in combination with service, products or equipment provided by Customer or any third parties and b) the failure by the Customer to perform its obligations.

The terms of this section (”Limitation of Liability”) will survive any termination of this Agreement.

10. DISCLAIMER
Customer’s use of Services is at Customer’s sole risk. Services are provided on an ‘as is’, as available, basis without warranties of any kind, either expressed or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Provider does not guarantee, or is it responsible for any delay or loss of data, lack of or slow connection, disruption or error in service, even if it is due to the negligence of Provider.

Customer is solely responsible for: a) all website content, ad information, and images whether generated by or for Customer; and b) websites, services and landing pages which Content links or directs viewers to, and c) advertised services and products.

Customer represents and warrants that it holds and hereby grants Provider and Provider’s subcontractors, agents, and affiliates all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Content and Services needed for Provider to provide services for Customer in connection with this Agreement. Customer represents and warrants that all Customer information is complete, correct and current; and any use of service hereunder and Customer’s Content and Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including, without limitation, intellectual property rights). Violation of the foregoing may result in immediate termination of Agreement or Customer’s account without notice and may subject Customer to legal penalties and consequences.

11. INDEMNIFICATION
Customer agrees to indemnify and hold harmless Provider and its subcontractors, officers, directors, agents, and affiliates from and against any and all third party claims, actions, demands, liabilities, costs, or expenses, including and without limitation, reasonable lawyer’s fees and other litigation expenses, resulting from your breach of any of the foregoing agreements, representations and warranties.

You specifically waive any claim for damages of any kind, whether direct or indirect, incidental or consequential, as a result of Provider suspending or terminating your services for any reason.

Notwithstanding anything in these Terms, the content of the websites provided is the sole responsibility of Customer. Customer agrees to indemnify, defend and hold harmless Provider and its subcontractors, officers, directors, affiliates, and agents from any and all claims including, but not limited to: misappropriation of any copyright, patent, trademark, trade secret, data, music, image or other proprietary or property right, false advertising, unfair competition, defamation, business or personal dispute or argument, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity, or any personal or business argument or dispute losses, damages, liabilities, judgments or settlements, including reasonable legal fees, costs and other expenses incurred by Provider and any third party entities related to Provider, related to or in connection with the content of Customer’s website.

The terms of this section (”Indemnification”) will survive any termination of this agreement.